Ningxia Baofeng Energy Group Co.Ltd(600989) independent director
About the 16th meeting of the third board of directors
Prior approval opinions on relevant matters
In accordance with the relevant provisions of the rules for independent directors of listed companies issued by the China Securities Regulatory Commission, the “code of management and conduct for independent directors” and the “working system for independent directors of the company” in the guidelines for self regulation and supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, as independent directors of the company, we take a realistic, serious and responsible attitude, Based on the position of independent judgment, we hereby express the following prior approval opinions on the relevant matters submitted to the 16th meeting of the third board of directors of the company for deliberation:
1、 On the proposal on the implementation of daily related party transactions in 2021 and the forecast of daily related party transactions in 2022, the company has communicated with us in advance about the forecast of daily related party transactions in 2022. We carefully reviewed the relevant materials and listened to the reports of relevant personnel. We believe that the forecast of daily related party transactions in 2022 is in line with the principles of openness, fairness and impartiality, The pricing is fair. The procurement, sales and leasing transactions between the company and related parties are all continuous businesses in the company’s daily production and operation. The transaction can effectively reduce the company’s production costs and ensure the stability of the company’s production and operation, without damaging the interests of the company and all shareholders, especially minority shareholders. In conclusion, we agree to submit this matter to the 16th meeting of the third board of directors of the company for deliberation.
2、 Proposal on the proposed signing of various daily related party transaction agreements between the company and related parties
According to the provisions of the Listing Rules of Shanghai Stock Exchange, the daily related party transactions signed with related parties are reviewed and disclosed every three years. We believe that the company signed the daily related party transaction agreement from 2022 to 2024 with related parties on the principle of seeking truth from facts and fair price, and fully considered reducing the company’s cost and ensuring the stability of the company’s production. Therefore, We agree to submit the proposal to the 16th meeting of the third board of directors for deliberation.
3、 Proposal on signing project construction entrustment management agreement between the company and related parties
In order to give full play to the company’s rich experience and professional management advantages in project construction, the company signed a project entrustment management agreement with related parties. We believe that signing the agreement can make full use of the company’s professional management advantages in project construction and better realize the cooperation between the company and Ningxia Baofeng Yuneng Technology Co., Ltd Resource sharing and synergy of Ningxia Baofeng energy storage materials Co., Ltd. to achieve a win-win situation. Therefore, we agree to submit the proposal to the 16th meeting of the third board of directors for deliberation.
4、 Proposal on the company’s donation to Ningxia Yanbao Charity Foundation
In order to help the development of education in poor areas of Ningxia and actively practice the mission of being a socially responsible enterprise, the company plans to donate 500 million yuan in cash to Ningxia Yanbao charity foundation for public welfare charities and other public welfare activities focusing on donation and education.
We believe that the related party transactions constituted by this donation of the company comply with the provisions of relevant national laws, regulations and policies. The related party transactions are true and legal, and there is no damage to the interests of the company and its shareholders.
We agree to submit the related party transactions of this donation to the 16th meeting of the third board of directors for deliberation. When considering the proposal, the related directors should avoid voting.
5、 Proposal on the company’s reappointment of the audit institution in 2022 and payment of audit fees
We have carefully considered the proposal on the company’s reappointment of the audit institution in 2022 and the payment of audit fees provided by the board of directors, and believe that Ernst & Young Huaming Certified Public Accountants (special general partnership) has the qualification of securities industry and has rich experience in the audit of listed companies. In the process of serving as the company’s audit institution and carrying out various special audits and financial statement audits, Adhering to the independent audit with a fair and objective attitude, we have better fulfilled the responsibilities and obligations of the external audit institution. We unanimously agreed to submit the proposal to the 16th meeting of the third board of directors of the company for deliberation.
(there is no text on this page, which is the signature page of Ningxia Baofeng Energy Group Co.Ltd(600989) independent directors’ prior approval opinions on matters related to the 16th meeting of the third board of directors)
Signature of independent director:
Liang Longhu:
Guo Ruiqin:
Zhao Enhui:
March 9, 2022
